ADC ZEROS 2010 PLC
ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 31 MAY 2011
1. CHAIRMAN'S STATEMENT
In last year's statement I noted that the market conditions facing small and medium sized unlisted businesses were expected to continue to be challenging through the year under review and this has proved to be the case.
Despite the foregoing, a return of capital of 10p per Zero dividend preference ("ZDP") share in March this year was made possible due to the partial sale of an investment held by parent company, Aberdeen Development Capital PLC ("ADC") and also the repayment of VAT previously charged on investment management fees for ADC plus interest thereon. To date ZDP shareholders have received 98.6p per share against their issue price of 100p and their final entitlement at 30 April 2012 stood at 31.36p at 31 May 2011.
Having received over £1 million from investee company Cash Bases after the year end, the Group is now in a position to make a further capital return to ZDP shareholders, in accordance with the Board's policy of using surplus cash to fund returns under the Capital Return Scheme. However, there are currently insufficient distributable capital reserves within ADC Zeros 2010 PLC to ensure that such a return would continue to be treated as capital in nature. Therefore, in order to avoid any future returns from being classed as income for tax purposes, it will be necessary to first place ADC Zeros 2010 PLC into liquidation before any further returns of capital may be made and a resolution proposing this course of action will be put at a separate class meeting of the Company to be convened in the coming weeks. Notwithstanding liquidation, the entitlement of the ZDP shares will continue to accrue at a compound daily rate of 6.5% per annum until 30 April 2012.
Your Board will continue in its attempts to maximise value for the remainder of the Group's investments with the primary objective being the repayment of ZDP shareholders' full entitlement by 30 April 2012, however, it is mindful that as the repayment date draws closer, exit prices are unlikely to match those which could be achieved under more favourable market conditions or a going concern basis.
|
31 May 2011
|
|
£m
|
Total assets less current liabilities (Group)
|
6.54
|
Less prior ranking liabilities:
|
|
ZDP 2010 sharesA
|
(2.22)
|
ZDP 2012 sharesA
|
(2.22)
|
|
___________
|
Cover
|
2.10
|
|
___________
|
A rank pari passu for capital return purposes
John R Milligan
|
Chairman
|
29 July 2011
|
2. 2010 ZDP Share Information
· Group Asset Cover at 31 May 2011: 1.38 times repayment value at 30 April 2012
· Redemption Yield: 6.5% at 31.36 pence per share
· Hurdle Rate at 31 May 2010 to reach final entitlement: -97.29% compound per annum.
The 2010 ZDP shares offer a pre-determined rate of growth in capital entitlement up to the repayment date of 30 April 2012, following an extension to their life in April 2010, but no right to income. At the issue date, the 2010 ZDP shares had an issue price of 100p per share, increasing on a daily basis up to and including 30 April 2012 at a rate equivalent to 6.5% per annum, compound to reach 135.6 pence per share on the repayment date. Following a return of capital of 51 pence per share dated 27 November 2007, 15 pence per share dated 14 November 2008, 2.6 pence per share on 16 June 2009, 20 pence per share on 28 May 2010 and 10 pence per share on 11 March 2011, at 31 May 2011, aggregate returns were 98.6 pence per share, thereby reducing the final repayment amount 31.36 pence per share.
Following each return of capital under the Capital Return Scheme described in the circular to shareholders published on 11 July 2007 by Aberdeen Development Capital PLC, the Company and ADC Zeros 2012 PLC, the capital entitlements of the 2010 ZDP shares will be adjusted by deducting from the accrued capital entitlement of the 2010 ZDP shares, at the date on which the relevant return of capital is made, the amount of such return of capital per 2010 ZDP share and thereafter the capital entitlement per 2010 ZDP share will continue to accrue at a rate of 6.5% per annum compounded on a daily basis, based on the adjusted capital entitlement.
The 2010 ZDP shares rank ahead of Ordinary shareholders but behind any bank borrowings. It should be noted that repayment at the rate indicated for the 2010 ZDP shares is not guaranteed should the Group's net assets be insufficient at the repayment date of 30 April 2012.
The 2010 ZDP shares do not normally carry voting rights at general meetings of the Group. The separate approval of a special resolution of holders of the Group's 2010 ZDP shares is required for certain proposals which would be likely to affect their rights, or general interests.
3. BUSINESS REVIEW
A review of the Company's activities is given in the Chairman's Statement in Section 1 and 2010 ZDP Share Information in Section 2. The major risks associated with the Company are that investments in smaller unlisted companies carry substantially greater risk, in terms of price and liquidity, than investments in larger companies or in companies listed on the Official List. In addition, many of the businesses in which the parent company invests may be exposed to the risk of political change, exchange controls, tax or other regulations that may affect their value and marketability. As the volume of the Company's shares traded on the market is likely to be small, the shares may trade at a significant discount to the Net Asset Value. The Key Performance Indicators for the Company including NAV performance and share price are detailed in ZDP Share Information in Section 2. Other Group risks include:
· Discount volatility: The Company's share price can trade at a discount to its underlying net asset value.
· Regulatory risk: The Company operates in a complex regulatory environment and faces a number of regulatory risks. Breaches of regulations, such as Sections 1158-1159 of the Corporation Tax Act 2010, the UKLA Listing Rules and the Companies Act 2006, could lead to a number detrimental outcomes and reputational damage. The Audit Committee monitors compliance with regulations by reviewing internal control reports from the Manager.
Additionally, each Director confirms that, so far as he is aware, there is no relevant audit information of which the Company's auditors are unaware, and he has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Additionally, there are no important events since the year end which have not been disclosed.
The Company has made no political or charitable donations during the year and in common with most investment companies, the Company has no employees. Directors' & Officers' liability insurance cover has been maintained throughout the year at the expense of the Company.
Principal Activity
The business of the Company is that of an investment company under Section 833 of the Companies Act 2006 with capital growth as its principal objective.
Status
The Company is an investment company as defined by Section 833 of the Companies Act 2006 and is registered as a public limited company.
The Company is a qualifying trust for the purposes of Individual Savings Accounts and it is the Directors' intention that the Company should continue to be a qualifying trust.
Investment Objective and Policies
It is intended that the Company's assets be maintained at a level to cover the entitlement of the 2010 ZDP shares at all time. Subject to there being sufficient assets after deductions made, any shortfall in assets will be covered under a subscription agreement. Following approval by shareholders of both the Company and the parent company on 3 August 2007 to approve a recommendation to effect an orderly realisation of the Group's assets, a policy to realise and return value to shareholders through either ad hoc returns of capital or purchases of shares for cancellation was adopted.
4. STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and Article 4 of the IAS Regulation. Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:
• properly select and apply accounting policies;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
• make an assessment of the company's ability to continue as a going concern.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Responsibility statement
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
• the management report, which is incorporated into the directors' report, includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties it faces.
For ADC Zeros 2010 PLC
John Milligan
Chairman
29 July 2011
5. STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 May 2011
|
|
Year ended
|
Year ended
|
|
|
31 May 2011
|
31 May 2010
|
|
Notes
|
£'000
|
£'000
|
Investment income
|
|
|
|
Interest income
|
3
|
-
|
-
|
|
|
___________
|
___________
|
Total revenue
|
|
-
|
-
|
Loan interest
|
|
171
|
263
|
|
|
___________
|
___________
|
|
|
171
|
263
|
Expenses
|
|
|
|
Management fees
|
|
-
|
-
|
Other operating expenses
|
|
-
|
-
|
|
|
___________
|
___________
|
Profit before finance costs and taxation
|
|
171
|
263
|
Finance costs
|
|
|
|
Zero dividend preference shares
|
4
|
(171)
|
(263)
|
|
|
___________
|
___________
|
Profit before taxation
|
|
-
|
-
|
Taxation
|
5
|
(42)
|
(36)
|
|
|
___________
|
___________
|
Loss for the year
|
|
(42)
|
(36)
|
|
|
___________
|
___________
|
Earnings per Ordinary share (pence)
|
6
|
(36.00)
|
(30.86)
|
|
|
___________
|
___________
|
The Company does not have any income or expense that is not included in its loss for the year, and therefore the "Loss for the year" is also the "Total comprehensive income for the year" as defined in IAS 1 (revised).
All of the loss and total comprehensive income is attributable to the equity holders of ADC Zeros 2010 PLC. There are no minority interests.
All items in the above statement are derived from continuing operations.
The accompanying notes are an integral part of the financial statements.
6. BALANCE SHEET
As at 31 May 2011
|
|
2011
|
2010
|
|
Notes
|
£'000
|
£'000
|
Non-current assets
|
|
|
|
Investments held at fair value through profit or loss
|
|
-
|
-
|
|
|
|
|
Current assets
|
|
|
|
Loans and receivables
|
7
|
2,218
|
2,796
|
Cash and cash equivalents
|
|
126
|
162
|
|
|
___________
|
___________
|
|
|
2,344
|
2,958
|
Current liabilities
|
|
|
|
Financial liabilities measured at amortised at cost
|
8
|
(220)
|
(214)
|
Zero dividend preference shares
|
8
|
(2,218)
|
-
|
|
|
___________
|
___________
|
Total current liabilities
|
|
(2,438)
|
(214)
|
|
|
___________
|
___________
|
Net current (liabilities)/assets
|
|
(94)
|
2,744
|
|
|
___________
|
___________
|
Total assets less current liabilities
|
|
(94)
|
2,744
|
|
|
|
|
Non-current liabilities
|
|
|
|
Zero dividend preference shares
|
8
|
-
|
(2,796)
|
|
|
___________
|
___________
|
Total net liabilities
|
|
(94)
|
(52)
|
|
|
___________
|
___________
|
Equity
|
|
|
|
Called-up Ordinary shares
|
9
|
117
|
117
|
Revenue reserve
|
10
|
(211)
|
(169)
|
|
|
___________
|
___________
|
Equity shareholders' funds
|
|
(94)
|
(52)
|
|
|
___________
|
___________
|
|
|
|
|
Net asset value per share (pence)
|
|
|
|
2010 ZDP share
|
11
|
29.61
|
37.32
|
Ordinary share
|
11
|
(80.57)
|
(44.57)
|
The accompanying notes are an integral part of the financial statements.
7. STATEMENT OF CHANGES IN EQUITY
For the year ended 31 May 2011
|
Share
|
Revenue
|
|
|
capital
|
reserve
|
Total
|
For year ended 31 May 2011
|
£'000
|
£'000
|
£'000
|
Net liabilities at 31 May 2010
|
117
|
(169)
|
(52)
|
Net loss on ordinary activities after taxation
|
-
|
(42)
|
(42)
|
|
___________
|
___________
|
___________
|
Net liabilities at 31 May 2011
|
117
|
(211)
|
(94)
|
|
___________
|
___________
|
___________
|
|
Share
|
Revenue
|
|
|
capital
|
reserve
|
Total
|
For year ended 31 May 2010
|
£'000
|
£'000
|
£'000
|
Net liabilities at 31 May 2009
|
117
|
(133)
|
(16)
|
Net loss on ordinary activities after taxation
|
-
|
(36)
|
(36)
|
|
__________
|
__________
|
__________
|
Net liabilities at 31 May 2010
|
117
|
(169)
|
(52)
|
|
__________
|
__________
|
__________
|
|
|
|
|
8. CASH FLOW STATEMENT
For the year ended 31 May 2011
|
|
Year ended
|
Year ended
|
|
|
31 May 2011
|
31 May 2010
|
|
|
£'000
|
£'000
|
Operating activities
|
|
|
|
Profit before tax
|
|
-
|
-
|
ZDP shares finance cost
|
|
171
|
263
|
Decrease in other receivables
|
|
578
|
1,430
|
|
|
__________
|
__________
|
Net cash inflow from operating activities
|
|
749
|
1,693
|
|
|
|
|
Corporation tax paid
|
|
(36)
|
(43)
|
|
|
|
|
Financing activities
|
|
|
|
Return of capital to ZDP holders by parent company
|
|
(749)
|
(1,693)
|
|
|
__________
|
__________
|
Net cash outflow from financing activities
|
|
(749)
|
(1,693)
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
(36)
|
(43)
|
|
|
__________
|
__________
|
Cash and cash equivalents at start of year
|
|
162
|
205
|
|
|
__________
|
__________
|
Cash and cash equivalents at end of year
|
|
126
|
162
|
|
|
__________
|
__________
|
9. NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 May 2011
1. Principal activity
The principal activity of the Company is that of an investment company within the meaning of Section 833 of the Companies Act 2006.
2. Accounting policies
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006. The principal accounting policies adopted by the Company are set out below.
The financial statements are prepared under the historical cost convention, except for the measurement at fair value of investments.
(a) Basis of accounting
The accounting policies which follow set out those policies which apply in preparing the financial statements for the year ended 31 May 2011. The financial statements have been prepared on a basis other than that of a going concern which includes, where appropriate, writing down the Company's net assets to a net realisable value. The financial statements do not include any provision for the future costs of terminating the business of the Company except to the extent that such were committed at the Balance Sheet date.
The Company financial statements are presented in Sterling, which the currency of the primary environment in which it operates. All values are rounded to the nearest thousand pounds (£'000) except when otherwise indicated.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates which requires management to exercise its judgement in the process of applying the accounting policies. Actual results may differ from these estimates. It is in the area of valuation in investments where management are required to exercise judgement in the adoption of critical estimates and judgements which can impact the carrying values of investments.
|
|
|
At the date of authorisation of these financial statements, various Standards, amendments to Standards and Interpretations which have not been applied to these financial statements, were in issue but were not yet effective. These have not been applied to these financial statements. The following are the Standards and amendments to existing Standards which are relevant but not yet effective. Other Standards, Interpretations and amendments to Standards which are not yet effective and not relevant have not been included.
|
-
|
IFRS 7 - Financial Instruments: Disclosures (effective for accounting periods beginning on or after 1 July 2011)
|
-
|
IFRS 9 - Financial Instruments: Classification and Measurement (effective for accounting periods beginning on or after 1 January 2013)
|
-
|
IAS 24 - Related Party Transactions (effective for accounting periods beginning on or after 1 January 2011)
|
|
|
|
The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the Company.
(b) Valuation of investments
No investments are currently held by the Company, but investments are held elsewhere in the Group.
Investments are held at fair value through the Statement of Comprehensive Income.
For financial assets acquired, the cost is the fair value of the consideration. Subsequent to initial recognition, all listed investments are measured at their quoted bid prices without deduction for the estimated future selling costs.
Unlisted investments are valued by Directors at fair value having regard to the International Private Equity and Venture Capital Valuation Guidelines as far as it is prudent to do so in light of the investment objective. They are valued at cost unless subsequent financings or other circumstances indicate a different valuation is appropriate. When a valuation is undertaken consideration is given to the most recent information available, including the latest trading figures, performance against forecast, management's view of prospects and the price of transactions in the security.
Realisable value in the short term could differ materially from the amount which these investments are included in the accounts.
(c) Movements in fair value
Changes in the fair value of all held at fair value assets are taken to the Statement of Comprehensive Income.
On disposal, realised gains and losses are also recognised in the Statement of Comprehensive Income.
(d) Income
Dividends receivable on equity shares are brought into account on the ex-dividend date. Dividends receivable on equity shares where no ex-dividend date is quoted are brought into account when the Company's right to receive payment is established. Fixed returns on non-equity shares are recognised when it is reasonably certain that they will be receivable. Other returns on non-equity shares are recognised when the right to the return is established.
The fixed return on a debt security is recognised when it is reasonably certain that it will be receivable. Where the Company has elected to receive its dividends in the form of additional shares rather than in cash, the amount of cash dividend is recognised as income. Any excess in the value of the shares received over the amounts of the cash is recognised in capital reserves.
(e) Expenses and interest payable
All expenses are accounted for on an accruals basis. Remuneration of the Company's auditors is borne by the Company's parent. The Company has no Directors' remuneration or employees.
(f) Taxation
The charge for taxation is based on the taxable profits for the period. Deferred taxation is accounted for using the balance sheet liability method based on the percentage which was substantially enacted at the Balance Sheet date. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent it is probable that taxable profits will be available against which temporary differences can be utilised.
(g) Dividends payable
Dividends are recognised on the date on which they are payable.
(h) Cash and cash equivalents
Cash comprises cash in hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash that are subject to insignificant risk of change in value.
(j) Zero dividend preference shares
Zero dividend preference shares are treated as a liability of the Company, in accordance with IAS 32 (as amended), calculated on the effective yield basis. Full details of the Zero dividend preference shares are given in note 8.
|
2011
|
2010
|
3. Income
|
£'000
|
£'000
|
Other income
|
|
|
Deposit interest
|
-
|
-
|
|
__________
|
__________
|
|
-
|
-
|
Total income comprises:
|
|
|
Interest
|
-
|
-
|
|
__________
|
__________
|
|
-
|
-
|
|
__________
|
__________
|
|
|
2011
|
2010
|
4. Finance costs
|
|
£'000
|
£'000
|
Zero dividend preference shares
|
|
171
|
263
|
|
|
__________
|
__________
|
|
|
171
|
263
|
|
|
__________
|
__________
|
|
|
2011
|
2010
|
|
5. Tax on ordinary activities
|
|
£'000
|
£'000
|
|
a) Analysis of charge for the year
|
|
|
|
|
UK Corporation tax on profits for the period
|
|
42
|
36
|
|
|
|
__________
|
__________
|
|
|
|
42
|
36
|
|
|
|
__________
|
__________
|
|
|
2011
|
2010
|
|
b) Factors affecting tax charge for the year
|
£'000
|
£'000
|
|
Net profit before tax
|
-
|
-
|
|
Net profit multiplied by the standard rate of corporation tax in the UK of 27.67% (2010 - 28%)
Effects of:
ZDP finance charge
Utilisation of tax losses
Marginal relief
Prior year adjustment
|
-
47
-
(3)
(2)
|
-
74
(32)
(4)
(2)
|
|
|
_______
|
_______
|
|
Current tax charge for the period (note 5(a))
|
42
|
36
|
|
|
_______
|
_______
|
|
6. Earnings per share
The earnings per Ordinary share is based on a loss after taxation of £42,000 (2010 - £36,000) and on 116,667 (2010 - 116,667) Ordinary shares, being the number of Ordinary shares in issue during the period.
|
|
|
|
2011
|
2010
|
7. Loans and receivables
|
£'000
|
£'000
|
Amounts due from parent company
|
2,218
|
2,796
|
|
_______
|
_______
|
|
2,218
|
2,796
|
|
_______
|
_______
|
|
2011
|
2010
|
8. Financial liabilities measured at amortised cost
|
£'000
|
£'000
|
Amounts due to parent company
|
176
|
176
|
Taxation
|
44
|
38
|
|
_______
|
_______
|
|
220
|
214
|
|
_______
|
_______
|
Zero dividend preference shares
The ZDP shares of ADC Zeros 2010 PLC were issued on 30 June 2005 at 100 pence per share and after shareholders voted in favour of an extension to their life in April 2010, are due to redeem on 30 April 2012 at 31.36 pence, an effective rate of 6.5% per annum. During the year a return of 10 pence per share was made to ZDP shareholders of ADC Zeros 2010 PLC bringing the total returns of capital to date to 98.6 pence per share. The entitlement due in respect of the ZDP shares at the year end was £2,218,000 (2010 - £2,796,000).
|
Number of ZDP shares
|
Amount due to ZDP shareholders £'000
|
|
2011
|
2010
|
2011
|
2010
|
At 31 May 2010
|
7,491,110
|
7,491,110
|
2,796
|
4,226
|
Return of capital to ZDP shares
|
-
|
-
|
(749)
|
(1,693)
|
ZDP shares finance cost
|
-
|
-
|
171
|
263
|
|
_________
|
_________
|
_________
|
_________
|
At 31 May 2011
|
7,491,110
|
7,491,110
|
2,218
|
2,796
|
|
_________
|
_________
|
_________
|
_________
|
|
|
|
|
2011
|
2010
|
|
|
Issued and
|
|
Issued and
|
|
Authorised
|
fully paid
|
Authorised
|
fully paid
|
9. Called-up share capital
|
£'000
|
£'000
|
£'000
|
£'000
|
Ordinary shares of 100p
|
20,000
|
117
|
20,000
|
117
|
Voting rights
In accordance with the Articles of Association of the Company, on a show of hands, every member (or duly appointed proxy) present at a general meeting of the Company has one vote; and, on a poll, every member present in person or by proxy shall have one vote for every share held.
|
Share
|
Revenue
|
Share
|
Revenue
|
|
capital
|
reserve
|
capital
|
reserve
|
10. Share capital and reserves
|
2011
|
2011
|
2010
|
2010
|
|
£'000
|
£'000
|
£'000
|
£'000
|
At 1 June
|
117
|
(169)
|
117
|
(133)
|
Retained earnings
|
-
|
(42)
|
-
|
(36)
|
|
_________
|
_________
|
_________
|
_________
|
At 31 May
|
117
|
(211)
|
117
|
(169)
|
|
_________
|
_________
|
_________
|
_________
|
11. Net asset value per share
The net asset value per Ordinary share is based on a net liability of £94,000 (31 May 2010 - £52,000) and on 116,667 Ordinary shares (31 May 2010 - 116,667), being the number of Ordinary shares in issue at the year end.
The net asset value per ZDP share is based on the entitlement due of £2,218,000 (31 May 2010 - £2,796,000) at the year end and on 7,491,110 ZDP shares, (31 May 2010 - 7,491,110) being the number of ZDP shares in issue at the year end.
12. Financial instruments
The Company's financial instruments comprise cash and liquid resources that arise directly from the Company's operations and ZDP shares.
The main risks arising from the Company's financial instruments are (i) interest rate risk; (ii) liquidity risk; and (iii) credit risk.
The Manager's policies for managing these risks are summarised below and have been applied throughout the year. The numerical disclosures below exclude short-term debtors and creditors, which are included in the Balance Sheet at fair value.
(i) Interest rate risk
The interest rate risk profile of financial assets and liabilities at the Balance Sheet date was as follows:
|
Weighted
|
|
|
|
|
|
Average
|
Weighted
|
|
|
|
|
Period for which
|
Average
|
|
|
Non-interest
|
|
Rate is fixed
|
Interest
|
Fixed rate
|
Floating rate
|
Bearing
|
As at 31 May 2011
|
Years
|
Rate %
|
£'000
|
£'000
|
£'000
|
Assets
|
|
|
|
|
|
Cash
|
-
|
-
|
-
|
126
|
-
|
|
_________
|
_________
|
_________
|
_________
|
_________
|
|
-
|
-
|
-
|
126
|
-
|
|
_________
|
_________
|
_________
|
_________
|
_________
|
Liabilities
|
|
|
|
|
|
ZDP shares
|
0.92
|
6.50
|
2,218
|
-
|
-
|
|
_________
|
_________
|
_________
|
_________
|
_________
|
|
0.92
|
6.50
|
2,218
|
-
|
-
|
|
_________
|
_________
|
_________
|
_________
|
_________
|
|
Weighted
|
|
|
|
|
|
Average
|
Weighted
|
|
|
|
|
Period for which
|
Average
|
|
|
Non-interest
|
|
Rate is fixed
|
Interest
|
Fixed rate
|
Floating rate
|
Bearing
|
As at 31 May 2010
|
Years
|
Rate %
|
£'000
|
£'000
|
£'000
|
Assets
|
|
|
|
|
|
Cash
|
-
|
-
|
-
|
162
|
-
|
|
_________
|
_________
|
_________
|
_________
|
_________
|
|
-
|
-
|
-
|
162
|
-
|
|
_________
|
_________
|
_________
|
_________
|
_________
|
Liabilities
|
|
|
|
|
|
ZDP shares
|
1.92
|
6.50
|
2,796
|
-
|
-
|
|
_________
|
_________
|
_________
|
_________
|
_________
|
|
1.92
|
6.50
|
2,796
|
-
|
-
|
|
_________
|
_________
|
_________
|
_________
|
_________
|
The weighted average interest rate is based on the current yield of cash deposits. The weighted average interest rate on ZDP shares is based on the entitlement payable to shareholders.
The cash assets consist of cash deposits on call earning interest at prevailing market rates.
Maturity profile
The maturity profile of the Company's financial assets and liabilities at the Balance Sheet date was as follows:
|
Within 1 year
|
Within 1-2 years
|
At 31 May 2011
|
£'000
|
£'000
|
Assets
|
|
|
Cash
|
126
|
-
|
|
_________
|
_________
|
|
126
|
-
|
|
_________
|
_________
|
|
|
|
Liabilities
|
|
|
ZDP shares
|
2,218
|
-
|
|
_________
|
_________
|
|
2,218
|
-
|
|
_________
|
_________
|
|
Within 1 year
|
Within 1-2 years
|
At 31 May 2010
|
£'000
|
£'000
|
Assets
|
|
|
Cash
|
162
|
-
|
|
_________
|
_________
|
|
162
|
-
|
|
_________
|
_________
|
|
|
|
Liabilities
|
|
|
ZDP shares
|
-
|
2,796
|
|
_________
|
_________
|
|
-
|
2,796
|
|
_________
|
_________
|
(ii) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Liquidity risk is considered to be significant as the Company is reliant upon the sale of assets within its parent undertaking, which mainly comprises unlisted investments. Details of how this risk is managed are contained within the financial statements of the parent company.
(iii) Credit risk
This is failure of the counter party to a transaction to discharge its obligations under that transaction that could result in the Company suffering a loss.
The risk is not considered to be significant as cash is held only with reputable banks with high external credit ratings.
13. Related Party Transactions
During the year the Company received loan interest amounting to £171,000 (2010 - £263,000) from Aberdeen Development Capital PLC. At the year end the amount owing to the Company in relation to the entitlement of ZDP shareholders under the subscription agreement was £2,218,000 (2010 - £2,796,000).
14. Ultimate Parent Company
ADC Zeros 2010 PLC is a subsidiary undertaking of Aberdeen Development Capital PLC, which is the ultimate parent undertaking and is incorporated in Scotland.
The largest group in which the results of the Company are consolidated is that headed by Aberdeen Development Capital PLC.
Copies of the financial statements for Aberdeen Development Capital PLC are available to the public may be obtained from the website www.developmentcap.co.uk. No other group accounts include the results of the Company.
Additional notes for Annual Financial Report:
The Annual Financial Report Announcement is not the Company's statutory accounts. The above results for the year ended 31 May 2011 have been agreed with the auditors and are an abridged version of the Company's full accounts, which have been approved and audited with an unqualified report. The 2010 and 2011 statutory accounts received unqualified reports from the Company's auditors and did not include any reference to matters to which the auditors drew attention by way of emphasis without qualifying the reports, and did not contain a statement under s.498(2) or 498(3) of the Companies Act 2006. The financial information for 2010 is derived from the statutory accounts for 2010 which have been delivered to the Registrar of Companies. The 2011 accounts will be filed with the Registrar of Companies in due course.
The Annual General Meeting of the Company will be held at 12.35pm on 26 October 2011 at 10 Queen's Terrace, Aberdeen AB10 1YG.
The Annual Report and Accounts will be posted to shareholders at the end of August 2011 and copies will be available from the registered office of the investment manager or from the Company's website www.developmentcap.co.uk
Please note that past performance is not necessarily a guide to the future and that the value of investments and the income from them may fall as well as rise. Investors may not get back the amount they originally invested.
For ADC Zeros 2010 PLC
Aberdeen Asset Management PLC, Secretaries
29 July 2011
END
FR UKRSRASABUAR